Terms of Service

1. Service Agreement Overview

This Service Agreement ("Agreement") is entered into between Thyamis Corporation ("Thyamis," "we," "us," or "our") and the customer ("Client," "you," or "your") for the provision of managed IT services. By engaging our services, you acknowledge that you have read, understood, and agree to be bound by these terms.

1.1 Scope of Services

Thyamis provides comprehensive managed IT services including but not limited to:

• 24/7 network and system monitoring
• Help desk and technical support services
• Network infrastructure management
• Security monitoring and incident response
• Cloud services management
• Backup and disaster recovery services
• Patch management and system updates
• IT documentation and reporting

1.2 Service Level Agreements

Our services are provided under specific Service Level Agreements (SLAs) that define performance metrics, response times, and availability guarantees. These SLAs are detailed in your service agreement and form an integral part of this contract.

1.3 Service Modifications

Thyamis reserves the right to modify, update, or discontinue services with thirty (30) days written notice to the Client. Any material changes to services will be communicated through official channels and may require mutual agreement on revised terms.

2. User Responsibilities and Obligations

The Client acknowledges and agrees to fulfill certain responsibilities to ensure the effective delivery of managed IT services.

2.1 Access and Cooperation

The Client must provide Thyamis with:

• Reasonable access to IT systems, networks, and facilities
• Administrative credentials and permissions necessary for service delivery
• Timely response to requests for information or assistance
• Cooperation with Thyamis personnel during service delivery
• Advance notice of any planned system changes or maintenance

2.2 Security Compliance

The Client is responsible for:

• Maintaining strong password policies and user access controls
• Ensuring employee compliance with security policies
• Reporting security incidents promptly to Thyamis
• Implementing recommended security measures and updates
• Maintaining current software licenses and compliance

2.3 Data Backup and Recovery

While Thyamis provides backup services, the Client remains ultimately responsible for their data and must:

• Verify the integrity and completeness of backup data
• Test recovery procedures as recommended
• Maintain appropriate data retention policies
• Ensure compliance with applicable data protection regulations

2.4 Communication Requirements

The Client must designate authorized personnel for:

• Primary and secondary technical contacts
• Emergency notification procedures
• Service change approvals
• Billing and administrative matters

3. Liability Limitations

This section defines the extent of Thyamis's liability and the limitations thereof in connection with the provision of managed IT services.

3.1 Service Level Agreement Remedies

In the event of service level failures, Thyamis's liability is limited to the remedies specified in the applicable SLA, which may include:

• Service credits calculated as a percentage of monthly fees
• Additional support hours at no charge
• Expedited resolution of outstanding issues

3.2 Limitation of Damages

Thyamis's total liability for any claims arising from or related to this Agreement shall not exceed the total amount paid by the Client for services in the twelve (12) months preceding the claim. This limitation applies regardless of the form of action, whether in contract, tort, negligence, or otherwise.

3.3 Exclusion of Consequential Damages

In no event shall Thyamis be liable for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, or business opportunities
• Loss of data or business interruption
• Costs of procurement of substitute services
• Damages resulting from third-party actions or force majeure events

3.4 Force Majeure

Thyamis shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, government actions, labor disputes, internet outages, or other force majeure events.

4. Payment Terms and Conditions

This section outlines the financial obligations and payment procedures for managed IT services.

4.1 Service Fees

Service fees are established in the service agreement and may include:

• Monthly recurring charges for ongoing services
• One-time setup and implementation fees
• Project-based charges for additional work
• Emergency support fees outside of standard SLA coverage

4.2 Billing and Payment Schedule

Unless otherwise specified:

• Monthly services are billed in advance on the first day of each month
• Payment is due within thirty (30) days of invoice date
• Late payments may incur interest charges of 1.5% per month
• Accounts more than sixty (60) days overdue may result in service suspension

4.3 Fee Adjustments

Thyamis may adjust service fees annually with sixty (60) days written notice. Fee increases will not exceed 5% per year unless significant changes to service scope are implemented.

4.4 Disputed Charges

Any billing disputes must be raised within thirty (30) days of invoice date. The Client remains responsible for undisputed portions of invoices while disputes are resolved.

4.5 Taxes and Additional Costs

All fees are exclusive of applicable taxes, which shall be added to invoices as required by law. The Client is responsible for any additional costs resulting from special requirements or non-standard service requests.

5. Data Protection and Privacy Policies

Thyamis is committed to protecting the confidentiality, integrity, and availability of Client data in accordance with applicable privacy laws and industry best practices.

5.1 Data Security Measures

Thyamis implements comprehensive security controls including:

• Encryption of data in transit and at rest
• Multi-factor authentication for system access
• Regular security assessments and penetration testing
• Employee background checks and security training
• Secure data centers with physical access controls

5.2 Data Processing and Storage

Client data may be processed and stored in facilities located in the United States and other countries where Thyamis operates. We ensure that all data processing complies with applicable privacy regulations including GDPR, CCPA, and HIPAA where applicable.

5.3 Data Breach Notification

In the event of a confirmed data security incident:

• Thyamis will notify affected Clients within 72 hours of discovery
• We will provide detailed information about the nature and scope of the incident
• Appropriate remediation measures will be implemented immediately
• Regulatory notifications will be made as required by applicable law

5.4 Data Retention and Deletion

Client data will be retained according to agreed retention schedules and deleted securely upon contract termination or as requested by the Client, subject to legal and regulatory requirements.

5.5 Third-Party Subprocessors

Thyamis may engage qualified third-party subprocessors to assist in service delivery. All subprocessors are bound by appropriate confidentiality and data protection agreements consistent with these terms.

6. Intellectual Property Rights

This section defines the ownership and usage rights for intellectual property related to the provision of managed IT services.

6.1 Thyamis Intellectual Property

Thyamis retains all rights, title, and interest in:

• Proprietary software, tools, and methodologies
• Service delivery processes and procedures
• Technical documentation and knowledge base content
• Monitoring and management platforms
• Any improvements or enhancements developed during service delivery

6.2 Client Data and Systems

The Client retains all rights to their data, applications, and existing intellectual property. Thyamis claims no ownership rights to Client data or pre-existing Client intellectual property.

6.3 License Grants

Thyamis grants the Client a non-exclusive, non-transferable license to use Thyamis tools and platforms solely for the purpose of receiving managed IT services. This license terminates upon contract expiration or termination.

6.4 Third-Party Software

The Client is responsible for obtaining and maintaining appropriate licenses for all third-party software used in their environment. Thyamis will assist in license compliance monitoring but does not assume responsibility for license violations.

6.5 Confidential Information

Both parties agree to maintain the confidentiality of proprietary information shared during the course of service delivery. This obligation survives contract termination for a period of five (5) years.

7. Service Termination

This section outlines the conditions and procedures for terminating managed IT services.

7.1 Termination for Convenience

Either party may terminate this Agreement for any reason with ninety (90) days written notice. The Client remains responsible for all charges incurred through the termination date.

7.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

• The other party materially breaches the Agreement and fails to cure within thirty (30) days
• The other party becomes insolvent or files for bankruptcy
• The other party engages in illegal activities or violates applicable laws

7.3 Transition Services

Upon termination, Thyamis will provide reasonable transition assistance for up to sixty (60) days, including:

• Transfer of monitoring and management responsibilities
• Provision of system documentation and passwords
• Data export and migration assistance
• Knowledge transfer sessions with Client personnel

7.4 Data Return and Destruction

Upon termination, Thyamis will:

• Return or securely destroy Client data as requested
• Provide certification of data destruction when applicable
• Remove access credentials and monitoring agents
• Cease all processing of Client data within thirty (30) days

7.5 Survival of Terms

The following provisions survive termination: confidentiality obligations, liability limitations, intellectual property rights, and dispute resolution procedures.

8. Dispute Resolution Procedures

This section establishes the framework for resolving disputes that may arise during the course of service delivery.

8.1 Informal Resolution

The parties agree to attempt good faith resolution of disputes through direct negotiation. Initial dispute notices should be sent to designated account managers who will work collaboratively to resolve issues.

8.2 Escalation Procedures

If informal resolution is unsuccessful within thirty (30) days, disputes may be escalated through the following process:

1. Senior management review and negotiation
2. Mediation by a mutually agreed neutral third party
3. Binding arbitration as specified below

8.3 Arbitration

Any disputes not resolved through mediation shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the state where Thyamis's principal office is located.

8.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

8.5 Injunctive Relief

Nothing in this section prevents either party from seeking injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual property rights.

8.6 Legal Fees

In any dispute resolution proceeding, the prevailing party shall be entitled to recover reasonable attorney fees and costs from the non-prevailing party.